Stock-Based Compensation

Under the Equity Incentive Plan, amended and restated February 12, 2015 and approved by the stockholders of the Company on May 6, 2015 (the “EIP”), the Company may grant stock options (both incentive and nonqualified), stock appreciation rights, restricted stock and performance awards to key employees associated with the Company’s Class A stock. The EIP provides that the maximum number of shares available for grants is 15 percent of the outstanding Class A stock, adjusted for EIP activity over the preceding five years. Shares available for future grants at year-end 2016 under the EIP were 2,444,136. The Company issues shares out of treasury stock to satisfy stock-based awards. The Company presently has no intent to repurchase additional shares for the purpose of satisfying stock-based awards.

The Company recognized stock-based compensation cost of $10.2 million in 2016, $7.9 million in 2015 and $7.6 million in 2014, as well as related tax benefits of $3.9 million in 2016, $3.0 million in 2015 and $2.9 million in 2014.

Windfall tax benefits, which were included in the “Other financing activities” component of net cash from financing activities in the consolidated statements of cash flows, totaled $0.5 million in 2016, $0.2 million for 2015 and $0.4 million for 2014.

Restricted Stock

Restricted stock, which typically vests over 4 years, is issued to certain key employees and is subject to forfeiture until the end of an established restriction period. The Company utilizes the market price of its Class A stock on the date of grant as the fair value of restricted stock and expenses the fair value on a straight-line basis over the vesting period.

A summary of the status of nonvested restricted stock under the EIP as of year-end 2016 and changes during this period is presented as follows:



	Restricted Stock		Weighted Average Grant Date Fair Value
Nonvested at year-end 2015	885,882		$	16.30
Granted	142,100		17.08
Vested	(341,239	)	16.15
Forfeited	(33,500	)	15.61
Nonvested at year-end 2016	653,243		$	16.58

As of year-end 2016, unrecognized compensation cost related to unvested restricted stock totaled $8.5 million. The weighted average period over which this cost is expected to be recognized is approximately 1.5 years. The weighted average grant date fair value per share of restricted stock granted during 2016, 2015 and 2014 was $17.08, $15.85 and $15.63, respectively. The total fair value of restricted stock, which vested during 2016, 2015 and 2014, was $6.4 million, $5.4 million and $7.1 million, respectively.

Performance Shares

During 2016 and 2015, the Company granted performance awards associated with the Company’s Class A stock to certain senior officers. The payment of performance shares, which will be satisfied with the issuance of shares out of treasury stock, is contingent upon the achievement of specific performance goals over a stated period of time.

2016 Grant

For the 2016 performance share grant (“2016 grant”), the total target number of performance shares granted is 331,500, and the maximum number of performance shares that may be earned is 663,000, which assumes 200% of the target shares originally granted. Target shares of 248,625 may be earned upon the achievement of three financial goals (“financial measure performance shares”) and target shares of 82,875 may be earned based on the Company’s total shareholder return relative to the S&P SmallCap 600 Index (“TSR performance shares”). No dividends are paid on these performance shares.

The financial measure performance shares, which have a weighted average grant date fair value of $15.85, have a three-year performance period through December 31, 2018. These shares will cliff-vest after approval by the Compensation Committee, which will be no later than March 15, 2019, if not forfeited by the recipient. For each of the three financial measures, there are annual goals set in February of each year, with the total award payout based on a cumulative average of the 2016, 2017 and 2018 goals. Accordingly, the Company remeasures the fair value of the 2016 financial measure performance shares each reporting period until the 2018 goals are set, after which the fair value will be fixed for the remaining performance period. As of year-end 2016, the current fair value for financial measure performance shares was $22.04. The total nonvested shares at maximum level (200%) related to financial measure performance awards at year-end 2016 is 497,250.

The TSR performance shares have a three-year performance period through December, 31, 2018 and have an estimated fair value of $19.73, which was computed using a Monte Carlo simulation model incorporating assumptions for inputs of expected stock price volatility, dividend yield and risk-free interest rate. If earned, these shares will be awarded and fully vest after approval by the Compensation Committee, which will be no later than March 15, 2019, if not forfeited by the recipient. The total nonvested shares at maximum level (200%) related to TSR performance awards at year-end 2016 is 165,750.

2015 Grant

For the 2015 performance share grant (“2015 grant”), the total target number of performance shares granted is 375,000, and the maximum number of performance shares that may be earned is 750,000, which assumes 200% of the target shares originally granted. Target shares of 250,000 may be earned upon the achievement of two financial goals (“financial measure performance shares”) and target shares of 125,000 may be earned based on the Company’s total shareholder return (“TSR”) relative to the S&P SmallCap 600 Index (“TSR performance shares”). No dividends are paid on these performance shares.

The 2015 financial measure performance shares, which have a weighted average grant date fair value of $16.31, had a one-year performance measure through fiscal 2015 and will vest after the completion of an additional two-year service period. Based upon the level of achievement of specific financial performance goals for the 2015 grant, participants had the ability to receive up to 200% of the target number of shares originally granted. On February 17, 2016, the Compensation Committee approved the actual performance achievement of the financial measure performance shares for the 2015 grant. Actual performance resulted in participants achieving 115% of target, or 287,896 shares for the financial measure performance awards on a combined basis. These shares will cliff-vest after the approval of the Compensation Committee, which will be no later than March 15, 2018, if not forfeited by the recipient. The total nonvested shares related to 2015 financial measure performance awards at year-end 2016 is 287,896.

The 2015 TSR performance shares have a three-year performance measure with vesting at the end of the performance period. These shares have an estimated fair value of $16.01, which was computed using a Monte Carlo simulation model incorporating assumptions for inputs of expected stock price volatility, dividend yield and risk-free interest rate. If earned, these shares will be awarded and fully vest after the approval of the Compensation Committee, which will be no later than March 15, 2018, if not forfeited by the recipient. The total nonvested shares at maximum level (200%) related to TSR performance awards at year-end 2016 is 250,000.

As of year-end 2016, unrecognized compensation cost related to all unvested financial measure performance shares and TSR performance shares totaled $2.1 million and $1.4 million, respectively. The weighted average period over which the costs are expected to be recognized is approximately 1.3 years for financial measure performance shares and 1.6 years for TSR performance shares.

Stock Options

Under the terms of the EIP, stock options may not be granted at prices less than the fair value of the Company’s Class A stock on the date of grant, nor for a term exceeding 10 years, and typically vest over 3 years. The Company expenses the fair value of stock option grants on a straight-line basis over the vesting period. No stock options were granted in 2016, 2015 and 2014.

A summary of the status of stock option grants under the EIP as of year-end 2016 and changes during this period is presented as follows:



	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at year-end 2015	12,000		$	27.24
Granted	—		—
Exercised	—		—
Forfeited	—		—
Expired	(12,000	)	27.24
Outstanding at year-end 2016	—		$	—	0	$	—
Options exercisable at year-end 2016	—		$	—	0	$	—

The table above represented 12,000 of non-employee director shares outstanding at year-end 2015, which expired during 2016.

As of year-end 2016, there was no unrecognized compensation cost related to unvested stock options. No stock options were exercised in 2016, 2015 and 2014.